TERMS OF USE
Character Voices,
Inc., a Virginia corporation, provides certain services
upon certain terms and conditions, all of which are
described in a document entitled “Terms of Use” which is
posted on its web site, www.voiceoverdirectory.com. The Terms of Use
may be updated at any time in the discretion of
Character Voices, Inc. without further notice. Your use of the
services provided by Character Voices, Inc. as they may
be updated from time to time constitutes acceptance of
the Terms of Use then in effect.
1.
Definitions.
a.
“Content” as
used in this instrument has the meaning described in
paragraph 7.
b.
“Prohibited
Uses” as used in this instrument has the meaning
described in paragraph 9.
c.
“Registration”
as used in this instrument means the process by which
you provide information to us by completing the on-line
form to commence obtaining the Services and by
which you indicate your agreement to be contractually
bound by the Terms of
Use.
d.
“Service” as
used in this instrument means the service described in
paragraph 2.
e.
“Term” as used
in this instrument has the meaning described in
paragraph 3.
f.
“Terms of
Use” as used in this instrument has the meaning
described above.
g.
“You”, “Yourself" or
“Your” as
used in this instrument means the person or entity who
goes through the Registration
process to use the Service by
agreeing to the Terms of
Use.
h.
“We”,
“Us” or “Our” as used in
this instrument means Character Voices, Inc., a Virginia
corporation, and any successor or assignee
thereof.
2.
Description of Service.
In accordance with the Terms of Use,
We provide
an on-line directory listing for persons and entities in
the voice-over industry, including Voice Actors,
Voice-Over Copywriters, Voice-Over Studios, Audio
Engineers, Casting Directors, Voice-Over Directories,
Voice-Over Databases, Voice-Over Talent Agencies,
Audio-Video Equipment Businesses, Film and Video
Production Houses, Audio-Visual Departments, Radio and
Television Stations, Voice-Over Web sites, Production
Companies, and others.
3.
Term.
The initial term for which We shall
provide the Service to You is the term
you select at Registration. At the
expiration of the initial term, You agree that
the term shall automatically renew for successive like
terms, unless, prior to the expiration of the initial
term, or the
then current term, as the case may be (i) You notify Us that You wish to
renew for a different term or that you wish to
discontinue the Service; or
(ii) We
notify You
that the term will not automatically renew for a
like term.
4.
Fee.
In consideration of the benefits you receive from
the Service,
You agree to
pay a periodic fee for the initial Term of
Service, in the amount, and by the payment option You select at
Registration. Our fee
structure may be changed from time to time in our sole
discretion.
You will be given notice of any change in fee
structure either by e-mail or by posting of the changed
fee structure on our web site, www.voiceoverdirectory.com, which posting you agree constitutes
sufficient notice to you. Any change in
our fee structure will apply to You after the
end of your then current Term of
Service.
5.
Privacy Policy.
Information you provide to us at Registration is
subject to Our privacy
policy which is posted on our Web site, www.voiceoverdirectory.com , at the time You
register.
Notwithstanding anything contained in our privacy
policy, You acknowledge, consent and agree that We may
access, preserve, and disclose your account information
and Content if required to do so by law or in a good
faith belief that such access, preservation, or
disclosure is reasonably necessary to: (a) comply with
legal process, (b) enforce the Terms of Service; (c)
respond to claims that any Content violates the rights
of third-parties; (d) respond to your requests for
customer service; or (e) protect the rights, property,
or personal safety of Us, our users, or
the public.
6.
User Name, Password and Security.
You
will select a user name for Your account at
Registration
and will be sent a password at the e-mail address you
provide at Registration. It is Your
responsibility to carefully enter Your correct
e-mail address at Registration. We are not
responsible for any damage to You or others
because You
did not do so.
When You log in
using Your
user name and password, You may change
Your
password.
We
recommend that You change Your password
on a regular basis. It is Your
responsibility to maintain the confidentiality of Your user name
and password.
You
are responsible for all activities that occur in your
account, even if someone else logs on with Your user name
and password.
You
agree immediately to notify Us of any
unauthorized use of Your
account. You also agree
to log off Your account at
the end of each session.
7.
Content. You understand
that all information, data, text, software, music,
sound, photographs, graphics, video, messages or other
materials available on the Service ("Content"),
whether publicly posted or privately transmitted, are
the sole responsibility of the person from which such Content
originated.
You
acknowledge and agree that You are solely
responsible for all Content that You upload,
post, email, transmit or otherwise make available on the
Service, and
You
represent and warrant that all such Content shall,
in all respects, be in compliance with Our Terms of
Use. We do not
control the Content
uploaded, posted, emailed, transmitted or otherwise made
available on the Service by users of the Service. We do not
guarantee the accuracy, integrity or quality of such Content. We are not
responsible or liable because of such Content,
including, but not limited to, errors or omissions in
any such Content; and
loss or damage of any kind incurred as a result of the
use of any such Content. You
understand that by using the Service, You may be
exposed to Content that is
offensive, indecent or objectionable to You. We shall have
the right, but not an obligation, in our sole
discretion, to refuse, or remove any Content that is
available on the Service. Without limiting the
foregoing, we shall have the right to remove any Content
that is a Prohibited Use or otherwise violates the Terms of
Use. You agree that
You must
evaluate, and bear all risks associated with, the use of
any Content,
including any reliance on the accuracy, completeness, or
usefulness of such Content. You acknowledge
that you may not rely on any Content created
by Us or
submitted to Us. You acknowledge
and agree that the technical processing and transmission
of the Service,
including your Content, may
involve transmissions over various networks which may
require format or other changes to conform and adapt to
technical requirements of connecting networks or
devices. You understand
that the Service and
software embodied within the Service may
include security components that permit digital
materials to be protected, and use of these materials is
subject to usage rules set by Us or by the
owners or providers of such components. You may not
attempt to override or circumvent any of the usage rules
embedded into the Service. During the time
you use the Service, you grant us the
world-wide, royalty free, non-exclusive license to
distribute, reproduce, modify, adapt, publicly perform
and publicly display Content you
submit or make available for inclusion on the Service so that
we may provide the Service as
described in the Terms of Use. You
acknowledge that in our sole discretion, We may change
the color scheme, graphics, fonts, format and other
matters relating to the form, appearance, style and
presentation of the Service,
including Content
provided by You. You agree that
We have no
responsibility or liability for the deletion or failure
to store any messages and other communications or other
Content
maintained or transmitted by Us in
connection with the Service. In addition, the
Service may
be modified or discontinued generally or your account
may be terminated as otherwise provided in the Terms of
Use.
8.
Personal Information.
In order to further the purpose of the Service,
You grant Us permission to post on our web site,
www.voiceoverdirectory.com, certain general information about
you, such as your name, your gender, your “reading age”,
your union affiliation or non-union status, the City and
State where you are located, your available equipment,
and a sound clip of your voice. You acknowledge
that this information may be used by persons who
misrepresent their identity when contacting You, including
the possibility that such persons could misrepresent
their identity as being Us when
contacting You. You also
acknowledge that this information may be used by persons
to misrepresent their identity as being You when they
contact others.
You
acknowledge that We are not
responsible for any such misrepresentation by others and
agree to hold Us harmless in
connection with any such misrepresentation. We will
cooperate with all law enforcement agencies having
jurisdiction to help assure that anyone who engages in
any such misrepresentation is fully
prosecuted.
9.
Prohibited Uses.
The following uses of the Service are
prohibited (“Prohibited
Uses”) and You agree to
not use the Service
to:
a.
upload, post, email, transmit or otherwise make
available any Content that is unlawful, harmful,
threatening, abusive, harassing, tortious, defamatory,
vulgar, obscene, pornographic, libelous, invasive of
another's privacy, hateful, or racially, ethnically or
otherwise objectionable;
b.
harm minors in any way;
c.
unlawfully impersonate or parody any person or
entity, or falsely state or otherwise misrepresent your
affiliation with a person or entity;
d.
forge headers or otherwise manipulate identifiers
in order to disguise the origin of any Content
transmitted through the Service;
e.
upload, post, email, transmit or otherwise make
available any Content that you do not have a right to
make available under any law or under contractual or
fiduciary relationships (such as inside information,
proprietary and confidential information learned or
disclosed as part of employment relationships or under
nondisclosure agreements);
f.
upload, post, email, transmit or otherwise make
available any Content that infringes any patent,
trademark, trade secret, copyright or other proprietary
rights of any person or entity;
g.
use information posted on the Service to email or
otherwise transmit or send any unsolicited or
unauthorized advertising, promotional materials, "junk
mail," "spam," "chain letters," "pyramid schemes," or
any other form of solicitation;
h.
upload, post, email, transmit or otherwise make
available any material that contains software viruses or
any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any
computer software or hardware or telecommunications
equipment;
i.
disrupt the normal flow of dialogue, cause a
screen to "scroll" faster than other users of the
Service are able to type, or otherwise act in a manner
that negatively affects other users' ability to engage
in real time exchanges;
j.
interfere with or disrupt the Service or servers
or networks connected to the Service, or disobey any
requirements, procedures, policies or regulations of
networks connected to the Service;
k.
intentionally or unintentionally violate any
applicable local, state, national or international law,
including, but not limited to, regulations promulgated
by the U.S. Securities and Exchange Commission, any
rules of any national or other securities exchange,
including, without limitation, the New York Stock
Exchange, the American Stock Exchange or the NASDAQ, and
any regulations having the force of law;
l.
"stalk" or otherwise harass another;
m.
collect or store personal data about other
users;
n.
reproduce, publish, further distribute or
publicly exhibit any material, in whole or in part,
provided on the Service;
or
o.
submit any Content for
inclusion in the Service which
is unrelated to the voice-over industry, which exceeds
permitted Space
Utilization, or which otherwise violates the
provisions of Our Terms of
Use.
The determination
whether a matter constitutes a Prohibited Use
shall be made in Our sole
discretion.
10.
Compliance with Laws and Regulations.
You
agree to comply with the all laws and regulations of all
foreign countries having jurisdiction over You or Your use of
the Service,
and with the laws and regulations of the United States,
its territories, and all states and localities having
jurisdiction.
11.
General Practices Regarding Use and
Storage.
You
acknowledge that We may
establish general practices and limits concerning use of
the Service, including without limitation the maximum
number of days that email messages, message board
postings or other uploaded Content will be
retained by Us, the maximum number of email messages
that may be sent from or received by an account on the
Service, the
maximum size of any email message that may be sent from
or received by an account on the Service, the
maximum disk space that will be allotted on Our servers on
your behalf, and the maximum number of times (and the
maximum duration for which) you may access the Service in a
given period of time. You acknowledge
that We reserve the right to log off accounts that are
inactive for an extended period of time determined in
our sole discretion. You further acknowledge that We
reserve the right to modify these general practices and
limits from time to time.
12.
Modification or Discontinuance of Service
Generally.
We reserve the right at any time and from time to
time to modify or discontinue, temporarily or
permanently, the Service (or any part thereof) with or
without notice. You agree that
We shall not
be liable to You or to any
third party for any modification, suspension or
discontinuance of the Service.
13.
Termination.
You agree that We may terminate your account and
delete Content relating to You from Our service at any
time, with or without cause, and without prior notice to
You. If you
have engaged in a Prohibited Use of the Service, or
otherwise breach or violate the Terms of Use, We may
terminate your account and delete Content relating to
You for cause.
If we terminate for cause, in addition to having
all rights and remedies against You which may be
available for violating the Terms of Use, or which are
otherwise available by law or equity, which rights may
be exercised successively or concurrently, We shall also
have no obligation to refund any amounts prepaid by
you. If We
terminate without cause, we will refund any fee which
you pre-paid, pro-rated to the date of termination. All terminations
shall be made in our sole discretion. Except to
pro-rated, pre-paid fees as described above, We shall
not be liable to you or any third party for termination
of your account.
14.
Indemnity and Hold Harmless.
You
agree to indemnify and hold Us and our
subsidiaries and affiliates, and our and their officers,
directors, employees, agents, and co-branders or other
partners, and our co-branders or other partners’
subsidiaries, affiliates, officers, directors,
employees, and agents, harmless from any claim or
demand, including reasonable costs of investigation and
defense, including attorneys' fees, in connection with
any claim or demand made which arises out of or relates
to any Content you
submit, post, transmit or make available through the
Service, your use of the Service, your connection to the
Service, your violation of the Terms of Use, or your
violation of any rights of another.
15.
No Resale of Service. You agree to use
the Service only in strict compliance with Our Terms of
Use. You agree not
to access, download, or use the Service, or any portion
thereof, for any other commercial purpose, including to
reproduce, duplicate, copy, sell, trade, resell the Service or one
similar to it, or to compete with Us.
16.
Dealings With Advertisers.
Your correspondence or business dealings with, or
participation in promotions of, advertisers found on or
through the Service, including payment and delivery of
related goods or services, and any other terms,
conditions, warranties or representations associated
with such dealings, are solely between you and such
advertiser. You agree that We shall not be responsible
or liable for any loss or damage of any sort incurred as
the result of any such dealings or as the result of the
presence of such advertisers on the Service.
17.
Links.
The Service may provide, or third parties may
provide, links to other World Wide Web sites or
resources. Because We have no control over such sites
and resources, you acknowledge and agree that We are not
responsible for the availability of such external sites
or resources, and do not endorse and are not responsible
or liable for any content, advertising, products, or
other materials on or available from such sites or
resources. You further acknowledge and agree that We
shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to
be caused by or in connection with use of or reliance on
any such content, goods or services available on or
through any such site or resource.
18.
Our Proprietary Rights.
You acknowledge and agree that the Service and
any necessary software used in connection with the
Service contain proprietary and confidential information
that is protected by applicable intellectual property
and other laws. You further acknowledge and agree that
content contained in sponsor advertisements or
information presented to you through the Service or
advertisers is protected by copyrights, trademarks,
service marks, patents or other proprietary rights and
laws. Unless expressly authorized in writing by Us or by
advertisers, as the case may be, you agree not to
modify, rent, lease, loan, sell, distribute or create
derivative works based on the Service or any software
used in connection with the Service.
19.
DISCLAIMER OF WARRANTIES.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE SERVICE
IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT
(i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE
SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR
ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM
THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE,
(iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH
THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY
ERRORS IN THE SOFTWARE WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS
DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF
ANY SUCH MATERIAL.
NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM US OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF
USE.
A SMALL PERCENTAGE OF
USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO
CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER
SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS
MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN
IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR
EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN
EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO
USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE
SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY
OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE --
DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS
OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT,
OR CONVULSIONS.
20.
LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND
AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE
USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST
OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR
TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR
TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY
THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER
RELATING TO THE SERVICE.
21.
SOLE REMEDY.
IN ALL CASES, YOUR SOLE
AND EXCLUSIVE REMEDY AGAINST US FOR ANY CAUSE OR CLAIM
IN CONTRACT, TORT, OR OTHERWISE, RELATING TO THE SERVICE
DESCRIBED IN THIS INSTRUMENT, SHALL BE THE REFUND OF
FEES YOU PAID TO USE THE SERVICE. THIS PARAGRAPH
SHALL NOT BE CONSTRUED TO LIMIT THE PROVISIONS OF
PARAGRAPHS 20 OR 21
22.
EXCLUSIONS AND LIMITATIONS.
SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE
PROVISIONS OF PARAGRAPHS 20, 21 AND 22 MAY NOT APPLY TO
YOU.
23.
No Third Party Beneficiaries.
You agree that, except as otherwise expressly
provided in Our Terms of Use, there shall be no third
party beneficiaries to this Agreement
24.
No Assignment or Transfer.
The Service is personal to You. You shall not
have the right to assign or transfer your account with
Us or your use of the Service. It shall not
accrue to any successor entity of Yours, or to your
heirs, executors, administrators or personal
representatives, except that payment for service sh
